-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TkOnES0VfhS5SPp8UoHzlmvuxRAKNmW5CSGrDrUy9LIcTudDwmo/vbYRIXQgYln7 ukHJWwYDE5x1bPB4T1tsTA== 0001144204-04-002816.txt : 20040312 0001144204-04-002816.hdr.sgml : 20040312 20040311182856 ACCESSION NUMBER: 0001144204-04-002816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040310 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOAMERICA INC CENTRAL INDEX KEY: 0001101268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 223693371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29359 FILM NUMBER: 04663885 BUSINESS ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019961717 MAIL ADDRESS: STREET 1: C/O GOAMERICA STREET 2: 401 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 8-K 1 form8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2004 GOAMERICA, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-29359 22-3693371 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 433 HACKENSACK AVENUE, HACKENSACK NJ 07601 ------------------------------------ --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 996-1717 ITEM 5. OTHER EVENTS On March 10, 2004, GoAmerica, Inc. (the "Company) issued a press release announcing that it had received stockholder approval at the special meeting of stockholders (the "Meeting") held on March 10, 2004 with respect to the previously announced equity financing (the "Financing") and that the Financing closed upon conclusion of the Meeting. Two other proposals presented to Company stockholders at the Meeting were also approved. In addition to approving the Financing, the Company's stockholders also authorized the Company's Board of Directors to (i) effect a reverse stock split at one of five pre-determined ratios if necessary to maintain the Company's listing on the Nasdaq SmallCap Market, and (ii) amend the Company's restated certificate of incorporation to increase the number of authorized shares of the Company's common stock, par value $.01 (the "Common Stock"), from 200 million to 350 million. The Company also announced that Donald Barnhart had been appointed as the Company's Chief Financial Officer. Previously, Mr. Barnhart had been Vice President, Controller of the Company since 1999. A copy of the press release described in this Item 5 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also on March 10, 2004, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2003 and a Registration Statement on Form S-3 with the Securities and Exchange Commission. The Registration Statement was filed to register for resale the shares of Common Stock and shares of Common Stock underlying warrants issued in connection with the Financing and to certain creditors of the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of GoAmerica, Inc., dated March 10, 2004, regarding closing of equity financing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOAMERICA, INC. By: /s/ Daniel R. Luis ----------------------------- Daniel R. Luis Chief Executive Officer Dated: March 11, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release of GoAmerica, Inc., dated March 10, 2004, regarding closing of equity financing. EX-99.1 3 ex99_1.txt Exhibit 99.1 [GoAmerica letterhead ] CONTACT: Joe Karp Voice 201-527-1518 TTY 201-527-1520 jkarp@goamerica.com GOAMERICA CLOSES $14.5 MILLION PRIVATE PLACEMENT Funding Results in Improved Balance Sheet, Enables Execution of Refocused Business Strategy Hackensack, NJ--March 10, 2004-- GoAmerica, Inc. (NASDAQ: GOAM) announced today that it closed a private placement financing for $14.5 million led by institutional investor Special Situations Funds. GoAmerica's stockholders approved the transaction at a Special Meeting held earlier today. The Company issued approximately 105 million shares of its common stock, as well as warrants to purchase an additional 11,578,512 shares of its common stock, pursuant to purchase commitments between the Company and the private placement investors. This cash infusion will allow the Company to fund working capital needs, grow its core Wynd Communications business and launch new services for the company's constituency of people with hearing loss. "Completion of this financing caps a significant balance sheet enhancement program that we started in the third quarter of 2003," said Dan Luis, GoAmerica's CEO. "With our debt restructuring and financing issues behind us, we now have the financial strength to focus on executing our business plan. We will make every effort to establish GoAmerica as the premier provider of communication services for people who are deaf or hard of hearing." In addition to closing its financing, the Company announced today that Donald Barnhart has been promoted from Vice President, Controller to Chief Financial Officer. "Don is a seasoned finance professional and he skillfully addressed the challenges we faced in 2003," said Luis. "His work with our creditors, bankers, auditors and new investors has proven that he is more than ready for his new responsibilities." "The last year presented financial challenges that would have been difficult for any business to overcome," said Barnhart. "I'm pleased that we've successfully moved the Company forward, and that we can enter the next phase of our business with a strong balance sheet." Update on Milestones Since receiving an initial $1 million bridge financing in December of 2003, GoAmerica has achieved several operational milestones. o The Company's New York data center has been successfully moved to a lower cost outsource provider, creating substantial monthly operating savings. o Wynd Communications' administrative functions for billing, order management, sales, marketing, and finance have all been consolidated from California to the Company's New Jersey headquarters. o Two phases of the Company's three-phase customer support outsourcing relationship with Communications Services for the Deaf have been completed. The final phase is targeted for completion by the end of the first quarter. o The Company has implemented a comprehensive customer feedback process, enabling timely monitoring of the customers' sale and service experiences. The Company is also on track with its plans to close Wynd's California office by the end of April, when it completes the transition of its data and fulfillment centers and remaining customer support functions. "I'm pleased with the progress we're making in executing our consolidation plans," said Luis. "Our success in these areas will provide us with the solid footing we need to hit the ground running on sales and marketing programs." Securities Disclosure The securities sold in this private placement have not yet been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. In accordance with the terms of the Purchase Agreement entered into by the Company and the investors in connection with this financing, the Company has agreed to file a resale registration statement on Form S-3 promptly after today's closing of the private placement. About GoAmerica GoAmerica, Inc.'s aim is to improve the quality of life for people who are deaf or hard of hearing by being their premier provider of innovative communication services. These technology-based services are delivered through GoAmerica's wholly owned subsidiaries, including Wynd Communications Corporation, the leading provider of wireless telecommunications services for people with hearing loss. Wynd Communications is a winner of the California Governor's Award for Excellence in Universal Design and Technology and has been recognized by both the Clinton and Bush Administrations for its commitment to Americans with disabilities. For more information, visit www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717. The statements contained in this news release (including our estimate regarding the availability of cash resources) that are not based on historical fact are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve risks and uncertainties, including, but not limited to: (i) our limited operating history; (ii) our ability to successfully manage our strategic alliance with EarthLink; (iii) our dependence on EarthLink to provide billing, customer and technical support to certain of our subscribers; (iv) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (v) our dependence on wireless carrier networks; (vi) our ability to respond to increased competition in the wireless data industry; (vii) our ability to integrate acquired businesses and technologies; (viii) our ability to generate revenue growth; (ix) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (x) our ability to manage our remaining operations; and (xi) difficulties inherent in predicting the outcome of regulatory processes. Such risks and others are more fully described in the Risk Factors set forth in our filings with the Securities and Exchange Commission. Our actual results could differ materially from the results expressed in, or implied by, such forward-looking statements. Each reference in this news release to "GoAmerica", the "Company" or "We", or any variation thereof, is a reference to GoAmerica, Inc. and its subsidiaries. "GoAmerica", "Go.Web", "Go.Web Enterprise Server", "Mobile Office", and "OnPrem" are trademarks or service marks of GoAmerica, Inc. "WyndTell", "Deafwireless", and "Deafwireless Superstore" are trademarks or service marks, and "Wynd" and "WyndTell" are registered trademarks of Wynd Communications Corporation. Other names may be trademarks of their respective owners. ### -----END PRIVACY-ENHANCED MESSAGE-----